[Form 4] TeraWulf Inc. Insider Trading Activity

Rhea-AI Filing Summary

TeraWulf Inc. (WULF) Form 4 highlights: Chief Strategy Officer & Director Kerri M. Langlais was granted 1,500,000 Restricted Stock Units (RSUs) on 01-Aug-2025. Each RSU converts into one common share upon vesting. The award vests in three equal tranches on the first, second and third anniversaries of the grant date, contingent on continued service. No shares were sold or otherwise disposed of, and the filing shows direct beneficial ownership of 1,500,000 derivative securities following the transaction. The RSUs were issued at a price of $0, reflecting non-cash equity compensation, and could expand the company’s share count when they settle.

The transaction is routine executive compensation intended to align management incentives with shareholder value. While it introduces modest potential dilution over the next three years, insider retention of equity and the absence of any share sales may be viewed as a vote of confidence in the company’s longer-term prospects.

Positive

• No shares were sold; insider retains full economic exposure, which may signal confidence.
• Equity-based compensation aligns the CSO’s incentives with long-term shareholder value.

Negative

• Potential dilution of up to 1.5 million shares once RSUs vest and settle.
• Grant size adds to existing equity overhang, which could pressure future per-share metrics.

Insights

Financial Analyst

TL;DR: Routine RSU grant; modest future dilution, neutral near-term impact.

The 1.5 million-unit RSU award to the CSO represents roughly 0.7-1% of WULF’s current basic share count (depending on latest filings), adding limited overhang that vests over three years. No cash outlay or share sale occurred, so immediate EPS or liquidity effects are nil. The structure helps retain a key executive during a capital-intensive build-out phase, aligning interests with shareholders. Given the gradual vesting schedule and typical size relative to peer crypto-mining leadership packages, I view the filing as neutral for valuation and sentiment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Langlais Kerri M.

(Last) (First) (Middle)

C/O TERAWULF INC.

9 FEDERAL STREET

(Street)

EASTON MD 21601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TERAWULF INC. [ WULF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/01/2025		A		1,500,000		(2)	(2)	Common stock, $0.001 par value per share	1,500,000	$0	1,500,000	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock, $0.001 par value per share.

2. One-third (1/3rd) of the restricted stock units shall vest upon each of the first three anniversaries of August 1, 2025, subject to the Reporting Person's continued employment or service with the Issuer through each such date.

Remarks:

	/s/ Kerri M. Langlais	08/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many RSUs did TeraWulf (WULF) grant to its CSO?

1,500,000 Restricted Stock Units were granted on 01-Aug-2025.

When do the RSUs granted to Kerri Langlais vest?

They vest in three equal tranches on the first three anniversaries of 01-Aug-2025, subject to continued service.

Did the insider sell any TeraWulf shares in this Form 4?

No. The filing reports only an RSU grant; there were no share sales or dispositions.

What is the cost basis of the RSUs granted to the CSO?

The RSUs were issued at $0, reflecting non-cash equity compensation.

Will the RSU grant dilute existing WULF shareholders?

Yes, up to 1.5 million new shares could enter the float upon vesting and settlement.